AGM Information • Mar 17, 2022
AGM Information
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Det innkalles herved til ordinær generalforsamling i Multiconsult ASA, org. nr. 910 253 158 ("Selskapet) torsdag den 7. april 2022 kl. 17:00 på Selskapets hovedkontor, Nedre Skøyen vei 2, 0276 Oslo, Norge.
Møtet vil bli åpnet av styrets leder Bård Mikkelsen.
5. Fastsettelse av honorar til styrets medlemmer
8. Fastsettelse av honorar til valgkomitéens medlemmer
Notice is hereby given that the annual general meeting of Multiconsult ASA, business reg. no. 910 253 158 (the "Company") will be held on Thursday 7 April 2022 at 17:00 hours CET at the Company's main office, Nedre Skøyen vei 2, 0276 Oslo, Norway.
The meeting will be opened by the chairman of the board of directors, Bård Mikkelsen.
9. Remuneration policy on determination of salary and other remuneration for leading persons – approval of employee share purchase programme
10. Godkjennelse av rapport om lønn og annen godtgjørelse til ledende ansatte
Forslag til vedtak i sak 3 - 13 fremgår av vedlegg 1.
Multiconsult ASA har en aksjekapital på NOK 13.715.261,50 fordelt på 27 430 523 aksjer, hver med pålydende verdi NOK 0,50.
Hver aksje gir rett til én stemme på Selskapets generalforsamlinger. Det følger imidlertid av vedtektene § 8 at ingen aksjonær på generalforsamlingen kan stemme for mer enn 25% av aksjene utstedt av Selskapet. Likt med aksjonærens egne aksjer regnes her med de aksjer som eies eller overtas av aksjonærenes nærstående.
På datoen for denne innkallingen eier Selskapet 33 336 egne aksjer. Det kan ikke utøves stemmerett for Selskapets egne aksjer og egne aksjer regnes ikke med når en beslutning krever samtykke fra en viss del av aksjekapitalen jf. allmennaksjeloven § 5-4.
Aksjeeierne har følgende rettigheter i forbindelse med generalforsamlingen:
Rett til å kreve opplysninger av styrets medlemmer og administrerende direktør om forhold som kan innvirke på bedømmelsen av
10. Approval of report regarding salary and other remuneration for leading persons
Proposals for resolutions under items 3 - 13 are set out in appendix 1.
Multiconsult ASA has a share capital of NOK 13,715,261.50 divided into 27,430,523 shares, each with a nominal value of NOK 0.50.
Each share carries one vote at the Company's general meetings. However, according to section 8 of the Company's articles of association, no shareholder may at general meetings vote for more than 25% of the shares issued by the Company. Shares owned or acquired by a related party of the shareholder shall for this purpose be considered as equal to the shareholder's own shares.
As of the date of this notice, the Company holds 33 336 treasury shares. Voting rights cannot be exercised for the Company's treasury shares and treasury shares is not taken into consideration when a resolution requires approval from a certain portion of the Company's share capital cf. section 5-4 of the Norwegian Public Limited Liability Companies Act.
The shareholders have the following rights in respect of the general meeting:
(i) godkjennelsen av årsregnskapet og årsberetningen, (ii) saker som er forelagt aksjeeierne til avgjørelse og (iii) Selskapets økonomiske stilling, herunder om virksomheten i andre selskaper som Selskapet deltar i, og andre saker som generalforsamlingen skal behandle, med mindre de opplysninger som kreves, ikke kan gis uten uforholdsmessig skade for Selskapet.
• Rett til å få fremsette alternativer til styrets forslag under de saker generalforsamlingen skal behandle.
Aksjonærer som ønsker å delta i generalforsamlingen må melde fra om sin deltagelse, enten personlig eller ved fullmakt, senest onsdag 6. april 2022 kl. 17:00. I henhold til vedtektenes § 7 kan aksjeeiere som ikke er påmeldt innen fristens utløp, nektes adgang til generalforsamlingen.
Påmelding kan skje elektronisk via Selskapets internettside https://www.multiconsult-ir.com/ eller elektronisk via Investortjenester https://www.euronextvps.no/, eller ved å sende vedlagte påmeldingsskjema (Vedlegg 2) til DNB Bank ASA, Verdipapirservice, postboks 1600 Sentrum, 0021 Oslo.
Dersom aksjer er registrert i VPS gjennom en forvalter, jf. allmennaksjeloven § 4-10, og den reelle aksjeeieren ønsker å delta i generalforsamlingen, personlig eller ved fullmakt, må den reelle aksjeeieren overføre aksjene til en VPS-konto i den reelle aksjeeierens navn forut for avholdelse av generalforsamlingen.
Aksjonærer har rett til å møte og stemme ved fullmektig. Det må i så tilfelle fremlegges en skriftlig og datert fullmakt. Vedlagte fullmaktsskjema (Vedlegg 3) kan benyttes.
Aksjonærer kan før generalforsamlingen stemme elektronisk på hver sak på assessment of (i) the approval of the annual accounts and directors' report, (ii) items which have been presented to the shareholders for decision and (iii) the Company's financial position, including information about activities in other companies in which the Company participates and other business to be transacted at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company.
• The right to present alternatives to the board's proposals in respect of matters on the agenda at the general meeting.
Shareholders who wish to attend the general meeting must notify their attendance, either in person or by proxy, no later than Wednesday 6 April 2022 at 17:00 hours CET. Pursuant to § 7 of the articles of association, shareholders who have not notified the Company of their attendance within this deadline may be refused access to the general meeting.
Notice of attendance may be given electronically via the Company's website: https://www.multiconsult-ir.com/ or electronically via Investor Services https://www.euronextvps.no/, or by returning the attached attendance form (Appendix 2) to DNB Bank ASA, Verdipapirservice, postboks 1600 Sentrum, 0021 Oslo.
If the shares are held through a nominee, cf. the Norwegian Public Limited Liability Companies Act Section 4-10, and the beneficial owner wishes to attend the general meeting, whether in person or by proxy, the beneficial owner must transfer the shares to a VPS account in the name of the beneficial owner prior to the date of the general meeting.
Shareholders may appoint a proxy to attend and vote on their behalf. In this case a written and dated proxy must be provided. The enclosed proxy form (Appendix 3) may be used.
Shareholders may prior to the general meeting cast a vote electronically on each dagsorden via Selskapets internettsider https://www.multiconsult-ir.com/ eller via Investortjenester
https://www.euronextvps.no/ (pinkode og referansenummer fra denne innkallingen er nødvendig). Fristen for forhåndsstemming er onsdag 6 april 2022 kl. 17:00. Frem til denne fristen kan avgitte stemmer endres eller trekkes tilbake. Avgitte forhåndsstemmer vil bli ansett som trukket tilbake dersom aksjonæren deltar på generalforsamlingen, enten personlig eller ved fullmakt.
Det gjøres oppmerksom på at fullmakt uten stemmeinstruks kan utløse flaggeplikt etter norsk rett. Innehav av en stemmefullmakt uten stemmeinstruks likestilles etter verdipapirhandelloven § 4-2 tredje ledd med eierskap av aksjer eller rettigheter til aksjer. Dette betyr at fullmektigen vil ha plikt til å flagge fullmaktene dersom disse gjelder et antall aksjer som (sammen med fullmektigens eventuelle egne aksjer eller rettigheter til aksjer) når opp til eller overstiger tersklene for flaggeplikt i verdipapirhandelloven § 4-2 annet ledd.
Dersom det foreslåtte utbyttet blir vedtatt vil aksjen handles eks. utbytte på Oslo Børs fra og med 8. april 2022. Utbetaling av utbytte vil finne sted på eller omkring 21 april 2022.
Denne innkallingen med vedlegg er tilgjengelig på Selskapets internettside https://www.multiconsult-ir.com/.
I tråd med vedtektene § 7 sendes ikke vedleggene til innkallingen med post til aksjonærene. Enhver aksjonær kan dog kreve at vedleggene sendes vederlagsfritt til vedkommende med post. Dersom en aksjeeier ønsker å få tilsendt dokumentene, kan henvendelse rettes til Selskapet på telefon: +47 21 58 61 26, eller ved å sende en forespørsel pr e-post til [email protected].
agenda item via the Company's website https://www.multiconsult-ir.com/ or via Investor Services https://www.euronextvps.no/ (Pin code and reference number from this notice of general meeting is required). The deadline for prior voting is Wednesday 6 April 2022 at 17:00 hours CET. Up until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered withdrawn should the shareholder attend the general meeting in person or by proxy.
Please note that proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under the Norwegian Securities Trading Act section 4-2 third paragraph the possession of a proxy without voting instructions is considered equal to ownership of shares or rights to shares. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares or rights to shares held by the proxy) reaches or exceeds the disclosure thresholds under the Norwegian Securities Trading Act section 4-2 second paragraph.
If the proposed dividend is approved the shares will trade ex. dividends on Oslo Børs from and including 8 April 2022. Payment of the dividend will be made on or around 21 April 2022.
This notice and the appendices are available on the Company's web pages https://www.multiconsult-ir.com/.
In accordance with § 7 of the Company's articles of association, the appendices to the notice will not be sent by post to the shareholders. A shareholder may nonetheless demand to be sent the appendices by post free of charge. If a shareholder wishes to have the documents sent to him, such request can be addressed to the Company by way of telephone: +47 21 58 61 26 or by email to [email protected].
In case of any discrepancies between the Norwegian text and the English translation, the Norwegian text shall prevail.
Multiconsult ASA Oslo, 17. mars 2022
Bård Mikkelsen Styrets leder/Chair of the board of directors
| Vedlegg 1 - Forslag til vedtak | Appendix 1 - Proposed resolutions | |||
|---|---|---|---|---|
| Sak 3 - Godkjenning av årsregnskap og styrets årsberetning for Multiconsult ASA og konsernet for 2021 herunder disponering av årets resultat, samt behandling av redegjørelse om foretaksstyring |
Item 3 - Approval of the annual accounts and directors' report of Multiconsult ASA and the group for 2021, including allocation of the result of the year, as well as consideration of the statement on corporate governance |
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| Styret foreslår at generalforsamlingen treffer følgende vedtak: |
The board of directors proposes that the general meeting pass the following resolution: |
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| Årsregnskapet og årsberetningen for 2021 godkjennes. |
The annual accounts and the directors' report for 2021 are approved. |
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| Det foreslåtte utbyttet på NOK 6.00 per aksje godkjennes. |
The proposed dividend of NOK 6,00 per share is approved. |
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| Sak 4 - Godkjennelse av honorar til Selskapets revisor |
Item 4 - Approval of the remuneration of the Company's auditor |
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| Godtgjørelsen til Selskapets revisor for 2021 er NOK 829 000, som dekker revisjon av det konsoliderte årsregnskapet til Multiconsult ASA etter IFRS og morselskapsregnskapet etter forenklet IFRS. |
The remuneration of the Company's auditor for 2021 is NOK 829 000, which covers audit of the consolidated annual financial statements of Multiconsult ASA in accordance with IFRS and the parent company accounts in accordance with simplified IFRS. |
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| Sak 5 - Fastsettelse av honorar til styrets medlemmer |
Item 5 - Determination of the remuneration of the members of the board of directors |
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| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen. |
The proposal of the nomination committee is set out in the attached the statement of the nomination committee. |
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| Sak 6 - Valg av medlemmer til styret | Item 6 - Election of members to the board of directors |
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| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen |
The proposal of the nomination committee is set out in the attached the statement of the nomination committee |
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| Sak 7 - Fastsettelse av honorar til valgkomiteens medlemmer |
Item 7 - Determination of the remuneration of the members of the nomination committee |
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| Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen. |
The proposal of the nomination committee is set out in the attached the statement of the nomination committee. |
Forslaget fra valgkomiteen er inntatt i valgkomiteens innstilling, som er vedlagt innkallingen.
Styret har utarbeidet retningslinjer om fastsettelse av lønn og annen godtgjørelse til ledende personer i henhold til bestemmelsen i allmennaksjeloven § 6- 16a (vedlegg 6 til innkallingen). I henhold til denne bestemmelsen legges retningslinjene frem for generalforsamlingen for godkjennelse. Retningslinjene gjelder for fire år. De nye retningslinjene erstatter retningslinjene som ble godkjent på ordinær generalforsamling i 2021.
Styret foreslår at generalforsamlingen treffer følgende vedtak:
Generalforsamlingen godkjenner retningslinjer om fastsettelse av lønn og annen godtgjørelse til ledende personer.
Multiconsult etablerte et aksjekjøpsprogram for ansatte i 2015, og dette programmet er siden blitt fornyet årlig. Programmet gjelder for alle fast ansatte i Multiconsult ASA eller 100%-eide datterselskaper, som oppfyller følgende krav:
På grunn av visse juridiske krav utenfor Norge ber styret om at generalforsamlingen godkjenner programmet.
The proposal of the nomination committee is set out in the attached the statement of the nomination committee.
Item 9 - Remuneration policy on determination of salary and other remuneration for leading persons – approval of employee share purchase programme
The board of directors has drawn up guidelines for determination of salary and other remuneration to leading persons in accordance with the provision in section 6- 16a of the Public Limited Liability Companies Act (appendix 6 to the notice). In accordance with this provision, the guidelines are submitted to the general meeting for approval. The guidelines will apply for four years. The new guidelines replace the guidelines which were approved at the annual general meeting in 2021.
The board of directors proposes that the general meeting pass the following resolution:
The general meeting approves the guidelines for determination of salary and other remuneration to leading persons.
Multiconsult established an employee share purchase programme in 2015 and the programme has renewed annually since then. The programme is granted to all employees who are permanently employed in Multiconsult ASA or its 100 % owned subsidiaries, and who meet the following conditions:
Due to certain legal requirements outside Norway, the board of directors is asking for the approval of the programme by the general meeting.
Styret foreslår at generalforsamlingen treffer følgende vedtak:
Generalforsamlingen godkjenner aksjekjøpsprogrammet for ansatte i Multiconsult-konsernet slik dette er beskrevet i årsrapporten for 2021.
Styret har utarbeidet rapport over utbetalt og innestående lønn og annen godtgjørelse til ledende personer i henhold til bestemmelsen i allmennaksjeloven § 6- 16b (vedlegg 7 til innkallingen). I henhold til denne bestemmelsen legges retningslinjene frem for generalforsamlingen for rådgivende godkjennelse.
Styret foreslår at generalforsamlingen treffer følgende vedtak:
Generalforsamlingen gir sin tilslutning til rapport om lønn og annen godtgjørelse til ledende personer.
Styret anser at det er i Selskapets interesse at styret gis fullmakt til å forhøye Selskapets aksjekapital. Fullmakten kan benyttes til å tilby aksjer som vederlag i forbindelse med mulige oppkjøp eller til å gjennomføre kontantemisjon for å finansiere oppkjøp. Fullmakten kan også benyttes til å utstede aksjer i forbindelse med aksjespareprogrammer for ansatte i Multiconsult-konsernet og i forbindelse med bonusprogram for ledende ansatte. Sett hen til formålet med fullmakten foreslås det at styret kan fravike aksjeeiernes fortrinnsrett etter allmennaksjeloven § 10-4 ved bruk av fullmakten.
The board of directors proposes that the general meeting pass the following resolution:
The general meeting approves the employee share purchase programme of the Multiconsult group, as described in the Annual Report for 2021.
The board of directors has drawn up a report of paid and expected salary and other remuneration to leading persons in accordance with the provision in section 6- 16b of the Public Limited Liability Companies Act (appendix 7 to the notice). In accordance with this provision, the guidelines are submitted to the general meeting for approval.
The board of directors proposes that the general meeting pass the following resolution:
The general meeting endorses the guidelines for determination of salary and other remuneration to leading persons.
The board of directors believes that it is in the best interest of the Company that the board is granted authorization to increase the Company's share capital. The authorization may be used to offer shares as compensation during a potential acquisition or conduct a cash offering to finance the acquisition. The authorization may also be used to issue shares in connection with employee share saving schemes for the employees of the Multiconsult group and the bonus scheme for senior executives. Taking into consideration the purpose of the authorization, it is proposed that the board may deviate from existing shareholders' preferential rights pursuant to section 10- 4 of the Norwegian Public Limited Liability Styret foreslår at generalforsamlingen treffer følgende vedtak:
Companies Act when using the authorization.
The board of directors proposes that the general meeting pass the following resolution:
Styret anser at det er i Selskapets interesse at styret gis fullmakt til tilbakekjøp av Selskapets egne aksjer. Beholdning av egne aksjer kan f.eks. være nyttig i forbindelse med aksjekjøpsprogrammet for ansatte og bonusprogram for ledende ansatte.
Styret foreslår at generalforsamlingen treffer følgende vedtak:
Vedtektenes § 7 fjerde ledd har i dag følgende ordlyd:
I innkalling til generalforsamling kan det fastsettes at aksjeeier som vil delta i generalforsamlingen må meddele dette til selskapet innen en bestemt frist. Fristen kan ikke utløpe tidligere enn fem dager før møtet.
The board of directors believes that it is in the best interest of the Company that the board of directors is granted an authorization to repurchase the Company's own shares. Holdings of the Company's own shares may for example be useful in connection with the employee share purchase program and the bonus scheme for senior executives.
The board of directors proposes that the general meeting pass the following resolution:
The fourth paragraph of article 7 of the articles of association currently has the following wording.
The notice of general meeting may state that shareholders wanting to attend the general meeting must notify the company thereof within a certain period. This period cannot expire sooner than five days before the meeting.
lengste tillatte påmeldingsfrist er to virkedager. Det foreslås å endre § 7 fjerde ledd for å samsvare med denne lovbestemmelsen.
Styret foreslår at generalforsamlingen vedtar at vedtektenes § 7 fjerde ledd skal lyde som følger:
I innkalling til generalforsamling kan det fastsettes at aksjeeier som vil delta i generalforsamlingen må meddele dette til selskapet innen en bestemt frist. Fristen kan ikke utløpe tidligere enn to virkedager før møtet.
Companies Act which will mean that the longest permitted notice period is two business days. It is proposed to amend the fourth paragraph of article 7 of the articles of association to be in accordance with this statutory provision.
The board of directors proposes that the general meeting resolves to amend the fourth paragraph of article 7 of the articles of association to have the following wording:
The notice of general meeting may state that shareholders wanting to attend the general meeting must notify the company thereof within a certain period. This period cannot expire sooner than two business days before the meeting.
Ref no: PIN code:
Annual General Meeting in Multiconsult ASA will be held on 07 April 2022 at 05:00 p.m. CET Address: Nedre Skøyen vei 2, 0276 Oslo, Norway
The shareholder is registered with the following amount of shares at summons: _________________ and vote for the number of shares registered per Record Date: 06 April 2022
Advance votes may only be executed electronically, through the Company's website www.multiconsult-ir.com where a link will be made available (use ref.nr and pin code on this form) or through VPS Investor Services. In Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator.
Notice of attendance should be registered through the Company's website www.multiconsult-ir.com or through VPS Investor Services. For notification of attendance through the Company's website, the reference number and pin code on this form must be stated. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send by e-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway.
This is a physical meeting, and we encourage shareholders to either participate by advance votes, proxy or physically. If any shareholder enrolled prefer to attend electronically, please send an e-mail to [email protected] and we will facilitate for this.
Place Date Shareholder's signature
Proxy without voting instructions for Annual General Meeting of Multiconsult ASA.
Proxy to another individual to vote for your shares.
Ref no: PIN code:
Proxy should be registered through the Company's website www.multiconsult-ir.com where a link will be made available or through VPS Investor Services.
For granting proxy through the Company's website, the reference number and pin code on this form must be used. In VPS Investor Services chose Corporate Actions - General Meeting, click on ISIN. Investor Services can be accessed either through https://www.euronextvps.no/ or your account operator. If you are not able to register this electronically, you may send by E-mail to [email protected], or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration. The Proxy must be dated and signed to be valid.
hereby grants (if you do not state the name the proxy holder, the proxy will be given to the chair of the board of directors)
the chair of the board of directors (or a person authorised by him or her), or
_____________________________________________ (Name of proxy holder in capital letters)
proxy to attend and vote for my/our shares at the Annual General Meeting of Multiconsult ASA on 07 April 2022.
Ref no: PIN code:
You must use this proxy form to give voting instructions to chair of the board of directors or the person authorised by him or her. (Alternatively, you may vote electronically in advance, see separate section above.) For Instruction to other than chair of the board, give a proxy without voting instructions and agree directly with the proxy holder how voting should be executed.
Proxies with voting instructions can only be registered by DNB, and must be sent to [email protected] (scanned form) or by regular Mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 06 April 2022 at 05:00 p.m. CET. If the shareholder is a Company, the signature must be according to the Company's Certificate of Registration.
hereby grants the chair of the board of directors (or the person authorised by him or her) proxy to attend and vote for my/our shares at the Annual General Meeting of Multiconsult ASA on 07 April 2022.
The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the board's and nomination committee's recommendations. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the Notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.
| Agenda for the Annual General Meeting 2022 | For | Against | Abstention | |
|---|---|---|---|---|
| 1. | Election of a chairperson and a person to co-sign the minutes | | | |
| 2. | Approval of the notice and the agenda | | | |
| 3. | Approval of the annual accounts and directors' report of Multiconsult ASA and the group for 2021, including allocation of the result of the year, as well as consideration of the statement on corporate governance |
| | |
| 4. | Approval of the remuneration of the Company's auditor | | | |
| 5. | Determination of the remuneration of the members of the board of directors | | | |
| 6. | Election of members to the board of directors | | | |
| 7. | Election of member to the nomination committee | | | |
| 8. | Determination of the remuneration of the members of the nomination committee | | | |
| 9. | Remuneration policy on determination of salary and other remuneration for leading persons – approval of employee share purchase programme |
| | |
| 10. | Approval of report regarding salary and other remuneration for leading persons | | | |
| 11. | Proposal for authorization to the board of directors to increase the Company's share capital | | | |
| 12. | Proposal for authorization to acquire own shares | | | |
| 13. | Proposal for amendment to the articles of association | | | |
Place Date Shareholder's signature (Only for granting proxy with voting instructions)
Office translation:
The Nomination Committee's mandate is set out in paragraph 6 of the Articles of Association:
The company shall have a nomination committee consisting of three members.
The members of the nomination committee shall be shareholders or representatives of shareholders.
The members of the nomination committee, including its chairman, are elected by the general meeting.
The members of the nomination committee's period of service shall be two years unless the general meeting decides otherwise. The period of service commences from the time of being elected unless otherwise decided. It terminates at the end of the annual general meeting of the year in which the period of service expires. Even if the period of service has expired, the member must remain in his or her position until a new member has been elected.
The members of the nomination committee's fees shall be determined by the general meeting.
The nomination committee shall have the following responsibilities:
The general meeting may issue further guidelines for the nomination committee's work.
The Nomination Committee's work is carried out in accordance with the amended and updated instructions for the Nomination Committee, adopted by the general meeting 19 April 2021.
The Nomination Committee has during the previous period consisted of Vigdis Almestad (senior portfolio manager, Odin Forvaltning AS) and Arnor Jensen (deputy chair of the Board of Directors of Stiftelsen Multiconsult).
Dag Marius Nereng (Protector Forsikring) requested in August 2021 for permission to resign as a member of the committee due to Protector Forskring's exit as shareholder in Multiconsult ASA. Because the remaining members formed a quorum the election of a new member to replace Mr. Nereng was postponed until the annual general meeting.
Since the Annual General Meeting in 2021, the Nomination Committee has held 10 recorded meetings, including individual meeting with all shareholder – and employee elected members of the Board of Directors and with the CEO. The Nomination Committee has also consulted relevant shareholders of the company in the process of proposing candidates for the Board of Directors and the Nomination Committee.
The Nomination Committee's overall assessment is that the Board of Directors functions well, and has contributed to the positive development of the company during the recent years.
In its work, the Nomination Committee has emphasised that the competence within the Board of Directors shall be well adapted to the company's situation and strategy, in addition to fulfilling the Board of Director's ordinary tasks in a professional manner. The Nomination Committee has also emphasized the independence of the Board of Directors. Furthermore, the Nomination Committee has emphasized the good development that has been achieved under the current Board of Directors and management, and the importance of continuity in order to ensure that the results achieved shall create a basis for further positive development. The demanding Corona virus - situation also calls for continuity.
Bård Mikkelsen has notified the Nomination Committee that he wants to resign from the Board of Directors and be replaced. Together with the above, this constitutes the main framework for the Nomination Committee's work and the proposal composition of the Board of Directors.
Following the Annual General Meeting 19 April 2021, the Board of Directors has had the following shareholder elected members and deputy member:
| Bård Mikkelsen | chair | (first elected by an extraordinary General Meeting in 2018) |
|---|---|---|
| Hanne Rønneberg | member | (first elected by the annual General Meeting in 2018) |
| Rikard Appelgren | member | (first elected by the annual General Meeting in 2018) |
| Sverre Hurum | member | (first elected by the annual General Meeting in 2020) |
| Tove Raanes | member | (first elected by the annual General Meeting in 2020) |
| Tore Sjursen | deputy member |
(elected as a deputy member by the annual General Meeting in 2021) |
The Nomination Committee proposes that the Annual General Meeting elects Rikard Appelgren as Chair of the Board of Directors, that Tore Sjursen is elected as a member of the Board of Directors and that the remaining members of the Board of Directors (Rønneberg, Hurum og Sjursen) are re-elected.
The Nomination Committee considers that the described composition of the Board of Directors represents competence and experience well adapted to the company's current situation. The Nomination Committee has also taken into account the need for continuity in the Board of Director's work as part of the continuous positive development of the company. The Nomination Committee considers Rikard Appelgren to be well suited for the position as Chair due to his industrial experience, international leadership experience and knowledge of the company by being a board member since 2018.
In summary, the Nomination Committee proposes to the following candidates for election to the Board of Directors:
| Rikard Appelgren | Chair |
|---|---|
| Hanne Rønneberg | member |
| Tove Raanes | member |
| Sverre Hurum | member |
| Tore Sjursen | member |
All candidates has confirmed their candidature.
The Nomination Committee recommends one-year length of term for all candidates.
Rikard Appelgren (1965) has a Master's degree from Chalmers (Gothenburg, 1988) and has a background from consulting engineering business in Sweden. He had a career in J&W (who became WSP) and was CEO of WSP Sweden in the period 2002 – 2014. He was also in charge of WSP Europe as COO and member of the global group management. His experience includes good insight into the challenges that accompany growth through acquisitions and turnarounds. Rikard Appelgren has extensive board experience and currently holds key positions in several smaller businesses where he is partly owner. Appelgren has been a member of the company's audit committee during the last term. Appelgren is independent of Multiconsult ASA's executive management and significant business relationships. Appelgren has participated in all but one meetings of the Board of Directors the preceding period, and owns 35 000 shares in the company as of 10 February 2022.
Hanne Rønneberg (1960) has a Master's degree in engineering from NTNU (1983), has been in the construction industry throughout her career, and knows the industry well from various positions. First within development and management in the concrete industry, followed by ten years in management positions of both line and staff in Skanska. Until 2020 she has been Executive Vice President of SINTEF and Head of Department for SINTEF Byggforsk. She has been a member of the board of the Advisory Engineers Association (RIF). Her experience includes improvement processes. Rønneberg is independent of Multiconsult ASA's executive management and significant business relationships. Rønneberg has participated in all meetings of the Board of Directors the preceding period, and owns 2 200 shares in the company as of 14 December 2020.
Tove Raanes (1977) has an masters degree in finance with a background from consulting and investment activities. She has extensive experience from boards and board committees and for the past 5-6 years has been on boards of two medium-sized knowledge based companies that have shown good development. Tove Raanes represents expertise in finance and analysis and covers capital allocation, transactions etc. well. With her finance background, experience from other industries as well as resultsoriented attitude, she will be able to add an otherwise technology-heavy board to new dimensions. Raanes has been the chair of the audit committee of the Company during the last term. Raanes is
independent of Multiconsult ASA's executive management and significant business relationships. Raanes has participated in all meetings of the Board of Directors the preceding period, and owns 5 313 shares in the company as of 6 March 2020.
Sverre Hurum (1955) is an industrial economist (Diploma Wirtschaftsingenieur from Karlsruhe) and has since 2002 led the development of the IT consulting company Bouvet. Bouvet was listed on the Oslo Stock Exchange in 2007. Sverre Hurum represents a comprehensive experience in leading and developing a listed knowledge based company. He holds a good understanding of the mechanisms that apply to create development and results in a company where knowledge based employees are central. Sverre Hurum has valuable experience related to digitisation strategies in such companies. Hurum is independent of Multiconsult ASA's executive management and significant business relationships. Hurum has participated in all meetings of the Board of Directors the preceding period, and owns 15 000 shares in the company as of 18 August 2021.
Tore Sjursen (1961) is a civil engineer and has since 2019 worked as an independent consultant and adviser. He has substantial industrial competence within project based business. He has extensive experience from project and line manager positions and as an advisor to the group management, all in the Kværner and Aker companies. From these positions, he has gained a comprehensive insight into, and understanding of, the business of an international knowledge company where the implementation of complex projects and risks associated with various forms of contract are central. Sjursen is independent of Multiconsult ASA's executive management and significant business relationships. Sjursen has participated in all meetings of the Board of Directors the preceding period, and received compensations pursuant to the resolution by the Annual General Meeting 19 April 2021.
The remuneration of the members of the Board of Directors of Multiconsult ASA has been considered to hold the level of board member remuneration in comparable companies. Since 2018, the General Meeting has instructed the shareholder-elected board members to purchase shares in Multiconsult ASA, and the remuneration has since then reflected this.
The Nomination Committee considers a certain level of personal ownership for the members of the Board of Directors to be positive for the work of the Board of Directors and thus for the company. The Nomination Committee is also aware that this is the general opinion by many shareholders and therefore repeats its proposal regarding the members of the Board of Directors duty to buy shares in the company:
All board members who are elected by the shareholders shall buy shares in Multiconsult ASA for 20% of the aggregate gross board remuneration within the end of the year. The obligation will apply annually for as long as a board member is re-elected, until the individual board member's shareholding has an aggregate market value equal to the size of one year's board fee. Board members shall thereafter maintain a shareholding of this size for as long as they remain members of the Board. After a board member resigns, the obligations under this resolution shall cease to apply.
The company has performed well in 2021. The Nomination Committee proposes an adjustment of the board remuneration for the next period that reflects the general wage growth (including within Multiconsult). The Nomination Committee proposes the following remuneration to be paid to the members of the Board of Directors:
| Proposal for 2022 – 2023 | Remuneration for 2020 – 2021 |
|
|---|---|---|
| NOK | NOK | |
| Chair | 524 000 | 504 000 |
| Members | 262 000 | 252 000 |
| Employee-elected members | 131 000 | 126 000 |
| Addition - audit committee's chair | 68 000 | 65 000 |
| Addition – members of the audit committee |
56 000 | 54 000 |
| Addition- nomination committee's chair | 45 000 | 43 000 |
| Addition – members of the nomination committee |
33 000 | 32 000 |
Shareholder elected deputy members of the Board of Directors who in the preceding periods 2020– 2021 (Sverre Hurum) and 2021–2022 (Tore Sjursen) have participated in the meetings of the Board of Directors correspondingly to the ordinary members of the Board of Directors shall be remunerated correspondingly to such members (for the 2021–2022 period NOK 252 000, for the 2020–2021 period NOK 242 000).
Dag Marius Nereng resigned from the Nomination Committee prior to the commencement of this year's work.
Vigdis Almestad has asked to be replaced.
Arnor Jensen (chair of the Nomination Committee) is not up for election.
Atle Hauge; senior fund manager Odin Forvaltning AS; and
Egil Christen Dahl; private Investor Vevlen Gård AS
Both Hauge and Dahl are independent of the company's executive employees, and all three candidates are independent of the company's Board of Directors. The Nomination Committee will thus be comprised in accordance with the NUES' recommendation.
The recommendation implies that the Nomination Committee will continue to comprise of representatives from the three largest shareholders by the time the notice is issued.
The candidates have confirmed that they are at disposal. The service term is 2 years.
The remuneration of the members of the Nomination Committee of Multiconsult ASA has been considered to hold the level of comparable companies. After the fees had remained unchanged for more than five years, an adjustment was resolved by the 2021 Annual General Meeting. The Nomination Committee proposes that the remuneration is adjusted at this General Meeting as well:
| Proposal for 2022 – 2023 | Remuneration for 2021 – 2022 | |||
|---|---|---|---|---|
| NOK | NOK | |||
| Chair | 45 000 | 40 000 | ||
| Members | 40 000 | 30 000 |
****
15 March 2022
N/A N/A
Arnor Jensen, chair Vigdis Almestad, member
| Contents | |
|---|---|
| 1. | Context for the policy 2 |
| 1.1 Regulatory landscape 2 |
|
| 1.2 Summary of changes 2 |
|
| 1.3 Remuneration objectives 3 |
|
| 1.4 Consideration of wider employee group and stakeholder views 3 |
|
| 1.5 Governance 3 |
|
| 1.5.1 Review of Remuneration Policy 3 | |
| 1.5.2 Independence and conflict of interest 4 | |
| 2. | REMUNERATION TO THE BOARD OF DIRECTORS 4 |
| 2.1 Main principles for remuneration to the board of directors 4 |
|
| 2.2 The decision-making process 4 |
|
| 2.3 Remuneration composition 4 | |
| 3. | REMUNERATION TO THE COMPANY'S EXECUTIVE MANAGEMENT TEAM 5 |
| 3.1 Main principles for remuneration to the executive management team 5 |
|
| 3.2 The decision-making process 5 | |
| 3.3 Remuneration composition 5 | |
| 3.3.1 Fixed elements 5 |
|
| 3.3.2 Severance pay 6 | |
| 3.3.3 Variable pay – bonus model 6 |
|
| 3.3.4 Share-based payment 6 | |
| 3.3.5 Relative size 7 | |
| 4. | DEVIATIONS FROM THE POLICY 7 |
This remuneration policy ("policy") describes the principles for the remuneration of the members of the board of directors ("the board") and the members of the executive management team ("the executives") of Multiconsult ASA. The board and the executives are considered "leading persons" at Multiconsult ASA. The policy describes the decision-making process for remuneration to these leading persons and outlines the total remuneration by components.
The purpose of the policy is to ensure that Multiconsult ASA delivers good results through an executive management team with high motivation and strong loyalty to the company and its values. The policy defines basic principles on how Multiconsult ASA uses salaries and other forms of compensation as a tool to attract, motivate, develop, and retain the competence needed in the board and the executive management team. It is further designed to align the interests of the leading persons with those of the shareholders. The policy is based on openness and transparency regarding the elements included in the executive teams' compensation package.
The remuneration policy complies with the requirements defined in sections 6-16a of the Norwegian Limited Liabilities Companies Act ("Allmennaksjeloven"), implementing the amendments to the EU Directive on shareholder rights (Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement). It also complies with the Norwegian Regulation on guidelines and report on remuneration for senior executives ("Forskrift om retningslinjer og rapport om godtgjørelse for ledende personer») and the relevant chapters of the Norwegian Code of Practice for Corporate Governance issued in October 2021.
The policy will be submitted for approval at the annual general meeting in 2022 and will apply to remuneration earned from 1 January 2022. Moving forward the policy must be approved by the general meeting in the event of any material changes and at least every fourth year.
In accordance with the Limited Liability Companies Act § 6-16b an annual report with an overview of paid and outstanding salaries and other remuneration to leading persons shall be prepared. The report must be approved by the auditor before it is submitted for resolution at the annual general meeting. The salary report shall be published and available on the company's website.
The policy replaces the former statement regarding remuneration for senior management approved by the general meeting in 2021 with the following substantive differences1:
1 At the general meeting 2021 the shareholders approved the statement. No amendments have therefore been made based on shareholders' views.
The policy supports the business needs by enabling an appropriate total remuneration package that has a clear link to the business strategy and aligns with shareholder interests.
Competitive remuneration: Total remuneration is guided by market practice to ensure Multiconsult can attract and retain key talent
Link to business strategy: The performance targets for variable remuneration is directly linked with Multiconsult's business strategy
Align with shareholder interest: A substantial part of the variable remuneration for the executive team is given as shares to align the executive teams' interests with those of the shareholders
The approach to remuneration is consistent across the company.
The board has the overall responsibility for the remuneration policy. The compensation committee is responsible for reviewing and proposing changes to the remuneration policy to the board. The compensation committee is established by the board and consists solely of board members.
The compensation committee reviews the policy at least once a year and, if applicable, proposes amendments to the board for adoption by the annual general meeting. The annual general meeting finally approves the remuneration policy.
Board members are required to disclose any conflict of interest. The board members and executives hold a negligible percentage of the votes at the annual general meeting and thus cannot influence the outcome of the voting materially.
The board's remuneration shall be in proportion to the board's responsibilities, competence, time use and complexity. Board members are not offered stock options, warrants or participation in other incentive schemes. Remuneration of employee representatives at the board of directors in their capacity of employees is not covered by these guidelines. However, employee-elected members can participate in the share purchase programme for all employees.
Director's fees are determined by the general meeting based on recommendations from the nomination committee. The nomination committee is elected by the general meeting and consists of a chairperson and two members. Their recommendations are based on the board of directors' responsibility, expertise, and the complexity of the business.
The board members have a fixed remuneration for their duties. If board members participate in the compensation committee or audit committee, additional fixed remuneration is received. Multiconsult reimburses reasonable expenses relating to travel to attend board meetings.
The company has established a share purchase plan for the shareholder-elected board members to ensure a close common interest between the board members and the company's shareholders. The scheme means that 20% of gross board fees will be used to buy shares in the company. This applies annually as long as a board member is re-elected and until the individual board member's holding of shares has a total market value corresponding to one year's board fee. Board members must then maintain a shareholding of this size for the duration of their board membership. After a board member resigns, the obligations under this decision lapse.
The main principles for remuneration to the executives in Multiconsult ASA are stated below:
The board of Multiconsult ASA isresponsible to ensure that the compensation of the executive management team is in line with the remuneration policy. The compensation committee manages the remuneration package for the CEO and other members of the executive team. The mandate for the compensation committee consists of i) to discuss and give its recommendation to the Board for the CEO's remuneration and ii) to discuss remuneration for the remainder of the executive team following a recommendation from the CEO.
The remuneration to the executive management team of Multiconsult ASA can consist of the following elements:
The executives are part of the same pension plan as the rest of the company. The members of the executive management, who until 2017 were members of the defined benefit plan, are in the same way as other affected employees, partly compensated for entering the defined contribution plan
Fixed car allowance
The CEO of Multiconsult ASA has renounced her job protection against an agreed severance pay that is valid for a period of 12 months. Kirsten Anker Sørensen (EVP Architecture) has an agreement, in the event that she has to resign, gives her the right (unless she has shown gross negligence of her duties according to laws), to receive salary for 9 months in addition to salary in the three months' notice period. No other members of the group management are entitled to severance pay and have a six months' notice period.
The board decides on performance targets for a performance-based bonus scheme for the CEO. The CEO informs about performance targets and goal achievement for bonus earnings for other members of the executives. The company's board adopts the structure of the performance-based salary on the recommendation of the compensation committee. The scheme is limited to six gross monthly salaries for the CEO and four gross monthly salaries for other members of the group management. Multiconsult does not have the possibility to reclaim variable remuneration.
The compensation committee assesses achievements in relation to the bonus criteria. Their recommendation is then reviewed and decided by the board. The purpose of the performance-based bonus scheme is to help the executives work actively to achieve strategic goals. Furthermore, it is a suitable tool for sending clear signals to the executives about which goals the company's board prioritises. The bonus scheme will reward management for achieving these priority goals. The performance targets can be a combination of quantitative and discretionary targets. Operating margin has been and is a key profit target in the current period. This reflects the company's and the board's focus on sustained profitability as the most important strategic goal. At Multiconsult, variable pay is also connected to sustainability. Multiconsult reports sustainability within three pillars: environmental, social and governance. Targets are set with threshold and maximum levels where potential bonus is calculated linearly from 0 to 100% of maximum payment from relevant scheme.
The board of Multiconsult ASA believes that ownership helps to promote long-term relationships and loyalty to the business and that the opportunity for ownership has a positive effect on the executive management's performance over time. With the desire to offer remuneration that links the executive management to expectations of future value creation, the board of Multiconsult ASA has decided to introduce an incentive program with compulsory shareholding as part of the bonus scheme for the CEO and members of the executive. The program is implemented annually and is part of Multiconsult's focus on long-term value creation. Out of the earned bonus, 75 per cent of the bonus is paid in cash and 25 per cent by shares at a 30 per cent discount and a three-year lock-in period. If a member of the executive team has submitted their resignation, 100 per cent of the bonus will be paid out in cash. If a member of the management team leaves the company during the lock-in period, the member has to repay the discount pro rata according to accrued and remaining lock-in period. The executive management also has an option to buy equal to 25 per cent of the bonus attained. Funding of the shares is by cash or by loan from Multiconsult and with 30% discount and three-year lock-in period. If the member of the executive management leaves the company, repayment of the loan takes place at the last date of employment. Members of the executive management may also participate in the company's general share purchase program for employees, in which they are offered to purchase shares at a discount of 20 per cent with a two-year lock-in period.
The relative size of the remuneration composition varies between the executive team. This is mainly caused by the difference in maximum bonus pay-out and due to the compensation for entering the defined contribution plan. The below table is therefore a presentation of approximate numbers of the average composition.
| Relative size at minimum | Relative size at maximum performance |
|
|---|---|---|
| Fixed elements | 100% | 77% |
| Annual salary | 83% | 64% |
| Pension | 9% | 7% |
| Car allowance | 7% | 5% |
| Other | 1% | 1% |
| Variable elements | 0% | 23% |
| Bonus | 0% | 23% |
In order to serve the interests and strategy of Multiconsult, the board may in exceptional circumstances, based on a recommendation from the compensation committee, deviate from Section 3 of this policy. Any such deviation must be described in the remuneration report following the deviation.
This policy will be presented for approval at the company's annual general meeting 7 April 2022. Subject to shareholder approval, it will take effect from 2022 and be in force for the subsequent four years. However, the board may seek approval for a new policy at an earlier point.
The policy is published and available on the company's website.
The board of directors
Multiconsult ASA
Oslo, 16 March 2022
Bård Mikkelsen Rikard Appelgren Chair of the board Director
Director Director
Director Director
Torben Wedervang Karine Gjersø Director Director
Tove Raanes Hanne Rønneberg
Sverre Hurum Gunnar Vatnar
Contents
| 1. | Key developments in remuneration – 2021 2 | |
|---|---|---|
| 1.1. | The financial year 2021 2 | |
| 1.2. | Shareholder feedback 2 | |
| 1.3. | Key developments in Board remuneration and composition in 2021 2 | |
| 1.4. | Key developments in Executive remuneration and composition in 2021 3 | |
| 1.5. | Derogations and deviations from the remuneration policy 3 | |
| 2. | Remuneration of the Board of Directors 3 | |
| 2.1. | Remuneration policy 3 | |
| 2.2. | Remuneration composition 4 | |
| 2.3. | Board and committee fee level 2021 4 | |
| 2.4. | Remuneration paid to board members in 2021 4 | |
| 3. | Remuneration of Executive Management 5 | |
| 3.1. | Remuneration Principles 5 | |
| 3.2. | Executive remuneration benchmark 6 | |
| 3.3. | Remuneration composition 6 | |
| 3.4. | Overview of remuneration paid to executive management 7 | |
| 3.5. | Variable remuneration 8 | |
| 4. | Remuneration and Company Performance 2017-2021 9 | |
| 4.1. | Board remuneration 2017-2020 9 | |
| 4.2. | Executive remuneration and company performance 2017-2021 10 |
In 2020 and 2021 Multiconsult delivered solid profitability, despite the turmoil caused by the Covid-19 pandemic. In 2021, Multiconsult delivered solid profitability, good sales and strengthen its market position during the year. Multiconsult holds a strong portfolio of ongoing projects and a solid order backlog. It is the daily work of our employees, and their ability to solve complex projects that adds value to our clients through future oriented and sustainable solutions.
The group is well positioned to be a part of the "green shift" that will impact us over the next years. During the year, several new and important contracts have been awarded within "new industry" and electrification, as well as sustainable urban and residential development and school buildings. Looking ahead, with a foundation of highly skilled workforce and solid client base, Multiconsult is well positioned for long-term profitable growth based on sustainable solutions.
The statement regarding remuneration for senior management was approved by the general meeting in 2021. The general meeting also approved the employee share purchase programme of the Multiconsult group. Executives are also invited to participate in this programme under the same conditions as other employees.
The annual general meeting of Multiconsult ASA on 19 April 2021 re-elected Bård Mikkelsen as chairperson of the board. Rikard Appelgren, Hanne Rønneberg and Tove Raanes were reelected as directors. Sverre Hurum was elected as a new board member (former deputy member), while Tore Sjursen was elected as a new deputy member. The total number of board members is therefore maintained at eight, consisting of five shareholder-elected and three employee-elected members.
The annual general meeting in 2021 resolved the remuneration for the board members for the period between the annual general meeting in 2021 and the annual general meeting in 2022. There was an increase in the fixed base from NOK 242 000 to NOK 252 000 for board members, and from NOK 484 000 to NOK 504 000 for the chair of the board. For employeeelected members there was an increase in the fixed base from NOK 123 000 to NOK 126 000. There were also increases in the remuneration for committees.
There have been no changes in the executive management team since 1 January 2021.
In accordance with the decision at the annual general meeting in April 2021 the remuneration of executives during 2021 has been governed by the guidelines for determination of salary and other remuneration to leading persons ("remuneration policy").
All remuneration in 2021 to the executive management was in line with the approved remuneration policy. Base salary to executives amounted to mNOK 21.2 (mNOK 20.8 in 2020). In 2021, base salaries of the executive team increased by 1.9 per cent, in line with other employees of the company.
The short-term cash-based incentive (STI) has been based on a financial target aligned with strategy. As a result of the solid performance in 2021 the board determined that the STI for the executive team was 100 per cent of the maximum STI (100 per cent in 2020) equalling six months' base salary for the CEO and four months' salary for other executives.
There have been no deviations from the current remuneration policy. A new remuneration policy will be presented for approval at the annual general meeting in 2022. Moving forward, the policy will be submitted for approval by the general meeting in the event of any significant change and at least every four years.
Directors' fees are determined by the general meeting based on recommendations from the nomination committee. These recommendations have been based on the board of directors' responsibility, expertise, and the complexity of the business. The company's remuneration policy adopted at the annual general meeting in April 2021 provides the framework for the remuneration of the board of directors (the board) in 2021.
All shareholder elected directors shall purchase shares in Multiconsult for 20 per cent of the total gross directors' fees by the end of the year, subject to certain conditions. The duty is in effect every year a board member is re-elected, until the market value of the shares equals the board remuneration one year. The board members shall maintain such share ownership for the duration of the board period. The duties following this resolution expires following withdrawal by a board member. Only employee board members have loans from the company and are a part of the company's share purchase program for employees.
The directors have not been awarded share options or any other form of incentive-based remuneration for the fiscal year 2021. The directors do not receive performance-based remuneration.
None of the directors have undertaken any special assignments for the group other than their work on the board. Directors are unable to accept such assignments without approval from the board of directors in each case.
All remuneration in 2021 to the board has been in line with the resolution from the general meeting. All shareholder elected board members have shares that have a market value equivalent to the board remuneration for one year or have acquired shares corresponding to 20 per cent of their gross board remuneration. Total board remuneration has increased from NOK 2.09 million in 2020 to NOK 2.14 million in 2021.
The remuneration of the board members comprises a fixed base fee, as well as additional fixed fees for the chairmanship and members of the board committees.
Multiconsult reimburses reasonable expenses relating to travel to attend board meetings. Employee-elected members can participate in the share purchase programme for all employees.
| Amounts are in NOK thousand. | |
|---|---|
| ------------------------------ | -- |
| Board | Audit committee | Remuneration committee |
Nomination committee | |
|---|---|---|---|---|
| Chair | 504 | 65 | 43 | 40 |
| Member | 252 | 54 | 32 | 30 |
| Employee representative | 126 | 54 | 32 |
| Amounts in NOK | Year | Fixed remuneration | Total remuneration | Loans 2) | Shares 3) | |
|---|---|---|---|---|---|---|
| Name of director, Position | Board fees | Committee fees | 1) | |||
| Bård Mikkelsen (Chair, elected by | 2021 | 497 333 | 42 333 | 539 667 | N/A | 28 933 |
| shareholders | 2020 | 484 000 | 41 000 | 525 000 | 14 933 | |
| Hanne Rønneberg, elected by | 2021 | 248 667 | 31 667 | 280 333 | N/A | 2 220 |
| shareholders | 2020 | 242 000 | 31 000 | 273 000 | 2 220 | |
| Rikard Appelgren, elected by | 2021 | 248 667 | 56 667 | 305 333 | N/A | 30 000 |
| shareholders | 2020 | 242 000 | 62 000 | 304 000 | 30 000 | |
| Simen Lieungh, elected by | 2021 | 80 667 | - | 80 667 | N/A | N/A |
| shareholders 4) | 2020 | 242 000 | - | 242 000 | 2 400 |
| Tove Raanes, elected by shareholders | 2021 | 248 667 | 60 667 | 309 333 | N/A | 5 313 |
|---|---|---|---|---|---|---|
| 2020 | 161 333 | 34 667 | 196 000 | 5 313 | ||
| Sverre Hurum, elected by | 2021 | 168 000 | - | 168 000 | N/A | 22 226 |
| shareholders 5) | - | - | - | - | - | - |
| Liv-Kristine Rud, elected by employees | 2021 | 41 000 | 17 333 | 58 333 | N/A | N/A |
| 4) | 2020 | 123 000 | 52 000 | 175 000 | 12 543 | 890 |
| Runar Tyssebotn, elected by | 2021 | 41 000 | 10 333 | 51 333 | N/A | N/A |
| employees 4) | 2020 | 123 000 | 31 000 | 154 000 | 60 810 | 30 946 |
| Kristine Landsnes Augustson, elected | 2021 | 41 000 | - | 41 000 | N/A | N/A |
| by employees 4) | 2020 | 123 000 | - | 123 000 | 26 877 | 1 500 |
| Gunnar Vatnar, elected by employees 6) |
2021 | 84 000 | - | 84 000 | 58 519 | 600 |
| - | - | - | - | - | - | |
| Karine Gjersø, elected by employees 6) | 2021 | 84 000 | 21 333 | 105 333 | 58 519 | 1 948 |
| - | - | - | - | - | - | |
| Torben Wedervang, elected by | 2021 | 84 000 | 36 000 | 120 000 | 58 519 | 4 303 |
| employees 6) | - | - | - | - | - | - |
| Hilde Hammervold, elected by | - | - | - | - | - | - |
| shareholders 7) | 2020 | 80 667 | 17 333 | 98 000 | N/A | N/A |
| Total | 2021 | 1 867 000 | 276 333 | 2 143 333 | 175 557 | 95 543 |
| Total | 2020 | 1 821 000 | 269 000 | 2 090 000 | 100 230 | 88 202 |
1) Total board fees paid in 2021 was NOK 2 143 thousand including fees to board members that retired from the board in 2021.
2) Short-term loans for purchase of shares through to the company's share purchase program, on the same terms as other employees of the company.
3) Shares owned by the members of the board on 31 December 2021, including shares owned by the close associates.
4) Resigned as member of the board at General meeting 19 April 2021.
5) Elected as member of the board at General meeting 19 April 2021.
6) Elected by employees in April 2021.
7) Resigned as member of the board at General meeting 22 April 2020.
The criteria for remuneration and remuneration of the executive management team in Multiconsult ASA are stated below:
• The company's remuneration strategy is to offer competitive, but not market leading remuneration
• Remuneration to the executive management shall reflect the responsibilities of the CEO and other members of the executive management in Multiconsult, considering the complexity of the company, growth, and sustainability
• The executive team is covered by the same scheme for total compensation, but the size and weighting of the reward elements will vary
Salary statistics and comparisons with other companies in the industry and other relevant companies are used to determine the compensation to the executive management. Multiconsult benchmarks the salaries of the executive management with comparable companies at least every other year.
Total remuneration to the executive management team is a combination of fixed elements and variable performance-based bonus. Fixed remuneration consists of base salary, fixed car benefit, fringe benefits, pension, and insurance.
| Remuneration | Further information |
|---|---|
| Base salary | Fixed annual salary which is adjusted annually as of 1 January |
| Short-term cash-based incentive scheme (STI) |
Possible bonus is the maximum number of monthly salaries that can be paid out in the bonus given full goal achievement in relation to the bonus criteria. The bonus criteria consist of pre-agreed performance targets which for CEO are set by the board. The actual bonus pay out is based on the assessment of goal achievement in relation to the bonus criteria. Goal achievement is reviewed by the board before any payment takes place. Multiconsult does not have the possibility to reclaim variable remuneration. |
| The pay-out potential in the bonus programme is up to a maximum of six months base salary for the CEO and four months for other members of the executive management team. Financial targets and relevant performance measures are approved and evaluated by the board. Out of the earned bonus, 75 per cent of the bonus is paid in cash and 25 per cent by shares at a 30 per cent discount and a three-year lock-in period. If a member of the management team leaves the company during the lock-in period, the member must repay the discount pro rata according to accrued and remaining lock-in period. The executive management also has an option to buy additional shares at a 30 per cent discount for the amount equal to 25 per cent of the bonus attained. |
|
| Share purchase | The executive management team can also take part in the share purchase program for |
| programme | all employees. |
| Pension and insurance | The executive management team is included in the same pension (defined contribution) and insurance programs as other employees in Multiconsult ASA, which are similar to the pension and insurance program in Multiconsult Norge AS. For EVP Architecture and CEO LINK Arkitektur, terms from employer LINK Arkitektur A/S apply. |
| The members of the executive management, who until 2017 were members of the defined benefit plan, are in the same way as other affected employees, partly compensated for entering the defined contribution plan. |
| Other benefits | Other benefits such as telephone, broadband, newspaper, fixed car allowance, etc. Executives, like other employees, are affiliated with the company's current life and health insurance scheme. |
|---|---|
| Severance payment | The CEO has an agreement, which, in the event that she has to resign, gives her the right (unless she has shown gross negligence of her duties according to laws), to receive salary for twelve months in addition to salary in the six months' notice period. EVP Architecture has an agreement, in the event that she has to resign, gives her the right (unless she has shown gross negligence of her duties according to laws), to receive salary for nine months in addition to salary in the three months' notice period. No other members of the group management are entitled to severance pay and have a six months' notice period. |
| Liability insurance | The executives are affiliated with the company's board liability insurance. |
The table below displays the total remuneration to the executive management earned in 2021 and 2020 for the period the persons served as member of the executive management.
| Amounts in NOK | Fixed remuneration | Variable | Pension | Total | Proportion of | On 31 December | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name, position | Year | Base salary 1) |
Salary paid 2) |
Other benefits 3) |
remuneration 4) |
expense | remuneration | fixed and variable remuneration |
Shares 5) |
Loans 6) |
| Grethe Bergly, CEO 7) |
2021 | 3 342 320 | 3 763 676 | 53 975 | 1 671 160 | 132 010 | 5 620 822 | 70%30% | 36 452 | 58 519 |
| 2020 | 3 280 000 | 3 514 869 | 17 377 | 1 640 000 | 132 944 | 5 305 190 | 69%/31% | 30 851 | 60 810 | |
| Hans-Jørgen | 2021 | 2 153 000 | 2 311 252 | 39 484 | 717 667 | 130 731 | 3 199 134 | 78%/22% | 10 334 | 72 943 |
| Wibstad, CFO | 2020 | 2 101 000 | 2 084 276 | 21 455 | 700 333 | 130 702 | 2 936 766 | 76%/24% | 7 564 | 60 810 |
| Kari Nicolaisen, | 2021 | 1 796 000 | 1 974 289 | 35 621 | 598 667 | 129 576 | 2 738 152 | 78%/22% | 5 253 | 119 718 |
| EVP HR and Communications |
2020 | 1 763 000 | 1 810 130 | 19 764 | 587 667 | 131 953 | 2 549 514 | 77%/23% | 2 071 | 60 810 |
| Johan Arntzen, | 2021 | 1 684 000 | 1 841 137 | 31 738 | 561 333 | 134 864 | 2 569 072 | 78%/22% | 10 308 | 115 768 |
| COO | 2020 | 1 650 000 | 1 727 767 | 17 694 | 550 000 | 131 769 | 2 427 230 | 77%/23% | 7 276 | 60 810 |
| Lars Opsahl, EVP | 2021 | 1 830 000 | 2 124 843 | 38 359 | 610 000 | 136 908 | 2 910 110 | 79%/21% | 70 721 | 120 982 |
| Sales 7) | 2020 | 1 800 000 | 2 041 704 | 22 973 | 600 000 | 134 447 | 2 799 124 | 79%/21% | 67 491 | 60 810 |
| Kristin Olsson | 2021 | 1 732 000 | 1 943 918 | 33 722 | 577 333 | 129 794 | 2 684 768 | 78%/22% | 11 002 | 70 037 |
| Augestad, EVP Region Oslo 7) |
2020 | 1 700 000 | 1 818 938 | 17 694 | 566 667 | 130 170 | 2 533 469 | 78%/22% | 7 904 | 60 810 |
| Leif Olav Bogen, | 2021 | 1 732 000 | 1 961 217 | 34 781 | 577 333 | 133 507 | 2 706 839 | 79%/21% | 8 737 | 58 519 |
| EVP Region Norway 7) |
2020 | 1 700 000 | 1 838 518 | 19 544 | 566 667 | 132 618 | 2 557 347 | 78%/22% | 5 639 | 60 810 |
| Hilde Gillebo, | 2021 | 1 732 000 | 1 889 646 | 32 318 | 577 333 | 128 053 | 2 627 351 | 78%/22% | 4 021 | 117 506 |
| EVP Energy | 2020 | 1 700 000 | 1 631 038 | 19 923 | 566 667 | 128 994 | 2 346 622 | 76%/24% | 1 131 | 60 810 |
| Geir Juterud, | 2021 | 1 732 000 | 1 959 950 | 28 832 | 577 333 | 131 801 | 2 697 917 | 79%/21% | 7 980 | 58 519 |
| EVP Project Director 7) 8) |
2020 | 1 700 000 | 1 809 955 | 18 188 | 566 667 | 130 832 | 2 525 642 | 78%/22% | 5 402 | 60 810 |
| Morten Alstad, EVP Projects 7) 9) |
2021 | 1 597 000 | 1 815 307 | 24 677 | 532 333 | 131 516 | 2 503 834 | 79%/21% | 70 885 | 70 002 |
| 2020 | 1 550 000 | 1 604 073 | 17 214 | 172 222 | 131 516 | 1 925 025 | 91%/9% | 69 347 | 60 810 | |
| Kirsten Anker | 2021 | 1 844 872 | 2 012 463 | 68 648 | 614 957 | 172 865 | 2 868 933 | 79%/21% | 1 252 | 0 |
| Sørensen, EVP Architecture 10) |
2020 | 1 924 020 | 2 064 003 | 0 | 641 340 | 177 304 | 2 882 647 | 78%/22% | 0 | 0 |
| Total | 2021 | 21 175 192 | 23 597 698 | 422 157 | 7 615 451 | 1 491 625 | 33 126 930 | 236 945 | 862 513 | |
| Total | 2020 | 20 868 020 | 21 945 271 | 191 826 | 7 158 229 | 1 493 249 | 30 788 575 | 204 676 | 608 100 |
1) Annual base salary per 31 December 2021.
2) Salary is amount paid during the year presented, including holiday pay, car allowance and compensation for entering into new pension plan.
3) Other benefit includes all other cash and non-cash benefit paid during the year and includes taxable parts of; insurance premiums; discount on shares purchased; company car; housing allowance; per diem allowance; and telecommunication. Salary paid for previous positions within Multiconsult is included where relevant.
4) Bonus earned is an amount earned in the year presented as part of executive management team (excluding holiday pay), and normally paid the subsequent year.
5) Shares owned by the members of the executive management as of 31 December 2021, with close associates.
6) Short-term loans for purchase of shares through the share purchase program for all employees and incentive program for executive management.
7) Bergly, Opsahl, Augestad, Bogen, Juterud and Alstad receive compensation for transition from defined benefit pension plan.
8) Juterud was appointed Project Director Nye Rikshospitalet as of September 2020. Juterud is still part of Multiconsult executive management.
9) Alstad was appointed acting EVP Projects of September 2020.
10) Sørensen receives her salary from LINK Arkitektur A/S
The purpose of the performance-based bonus scheme is to help the executives work actively to achieve strategic goals. Furthermore, it is a suitable tool for sending clear signals to the executives about which goals the company's board prioritises. The bonus scheme will reward management for achieving these priority goals. The performance targets can be a combination of quantitative and discretionary targets. Operating margin has been and is a key profit target in the current period. This reflects the company's and the board's focus on sustained profitability as the most important strategic goal.
The annual bonus targets are predetermined by the board of directors. Targets are set with threshold and maximum levels where potential bonus is calculated linearly from 0 to 100% of maximum payment from relevant scheme. The threshold for 2021 was 6 per cent EBIT. The predetermined target for 2021 was based on EBIT. Goal achievements is reviewed by the board before pay-out. The bonus target for 2021 was met resulting in a 100 per cent pay-out for the executive team. All members of the executive team– not in a resignation period - has received 25 per cent of the bonus in shares.
| 1 Description of the |
2 Relative weighing |
3 Optional information on Performance Targets | 4 a) Measured |
||
|---|---|---|---|---|---|
| criteria related to the remuneration component |
of the performance criteria |
a) Minimum target/threshold performance and b) corresponding award/remuneration |
a) Maximum/target performance and b) corresponding award/remuneration |
performance and / b) actual award / remuneration outcome |
|
| 2021 | Profitability - EBIT % of net revenues |
100% | a) 6% b) 0% |
a) 9% b) 100% |
a) 100% b) 100% |
| 2020 | Profitability - EBIT % of net revenues |
100% | a) 5% b) 0% |
a) 8% b) 100% |
a) 100% b) 100% |
A summary of the development of the Board remuneration in the five-year period 2017–2021 is provided in the table below.
| Annual change | Election year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|---|---|
| Bård Mikkelsen, elected by shareholders | 2018 | - | - | 42 000 | 604 000 | 525 000 | 539 667 |
| % change | N/A | 1338 % | -13 % | 3 % | |||
| % change annualised | N/A | 20 % | - | - | |||
| Hanne Rønneberg, elected by shareholders | 2018 | - | - | 157 000 | 261 000 | 273 000 | 280 333 |
| % change | N/A | 66 % | 5 % | 3 % | |||
| % change annualised | N/A | 11 % | - | - | |||
| Rikard Appelgren, elected by shareholders | 2018 | - | - | 157 000 | 298 667 | 304 000 | 305 333 |
| % change | N/A | 90 % | 2 % | 0 % | |||
| % change annualised | N/A | 27 % | - | - | |||
| Simen Lieungh, elected by shareholders | 2019 | - | - | - | 301 333 | 242 000 | 80 667 |
| % change | N/A | -20 % | -67 % | ||||
| % change annualised | N/A | -46 % | 0 % | ||||
| Tove Raanes, elected by shareholders | 2020 | - | - | - | - | 196 000 | 309 333 |
| % change | 58 % | ||||||
| % change annualised | 5 % | ||||||
| Sverre Hurum, elected by shareholders | 2021 | - | - | - | - | - | 168000 |
| % change | N/A | ||||||
| % change annualised | N/A | ||||||
| Liv-Kristine Rud, elected by employees | 2017 | - | 80 000 | 120 000 | 156 667 | 175 000 | 58 333 |
| % change | N/A | 50 % | 31 % | 12 % | -67 % | ||
| % change annualised | N/A | -50 % | 0 % | ||||
| Runar Tyssebotn, elected by employees | 2017 | - | 80 000 | 120 000 | 152 667 | 154 000 | 51 333 |
| % change | N/A | 50 % | 27 % | 1 % | -67 % | ||
| % change annualised | N/A | -50 % | 0 % | ||||
| Kristine Landsnes Augustson, elected by employees |
2019 | - | - | - | 82 000 | 123 000 | 41 000 |
| % change | N/A | 50 % | -67 % | ||||
| % change annualised | N/A | 13 % | 0 % | ||||
| Gunnar Vatnar, elected by employees | 2021 | - | - | - | - | - | 84 000 |
| % change | N/A | ||||||
| % change annualised | N/A | ||||||
| Karine Gjersø, elected by employees | 2021 | - | - | - | - | - | 105 333 |
| % change | N/A | ||||||
| % change annualised | N/A | ||||||
| Torben Wedervang, elected by employees | 2021 | - | - | - | - | - | 120 000 |
| % change | N/A | ||||||
| % change annualised | N/A |
% change in annualised remuneration is calculated as the difference between i. actual remuneration in the calendar year in which the appointment/retirement occurred pro-rata adjusted for period of service to express remuneration for 12 months' of membership and ii. actual remuneration in the following year (in case of appointments) or the preceding year (in case of retirements). Changes in roles, responsibilities, committee memberships, base fee levels, travel activity, etc. are not adjusted for.
The table below includes the annual changes in the company's performance and in the average remuneration of the company's employees during 2017 to 2021.
| Appointment year |
2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |
|---|---|---|---|---|---|---|---|
| Grethe Bergly, CEO 1) | 2015 | 2 093 821 | 2 143 013 | 1 613 645 | 3 356 174 | 5 305 190 | 5 620 822 |
| % change | N/A | 2 % | -25 % | 108 % | 58 % | 6 % | |
| % change annualised* | N/A | - | - | - | - | - | |
| Hans-Jørgen Wibstad, CFO | 2019 | - | - | - | 1 369 329 | 2 936 766 | 3 199 134 |
| % change | N/A | 114 % | 9 % | ||||
| % change annualised* | N/A | 79 % | - | ||||
| Kari Nicolaisen, EVP HR and Communications |
2019 | - | - | - | 1 512 380 | 2 549 514 | 2 738 152 |
| % change | N/A | 69 % | 7 % | ||||
| % change annualised* | N/A | 26 % | - | ||||
| Johan Arntzen, COO | 2018 | - | - | 555 186 | 1 729 584 | 2 427 230 | 2 569 072 |
| % change | N/A | 212 % | 40 % | 6 % | |||
| % change annualised* | N/A | 4 % | - | - | |||
| Lars Opsahl, EVP Sales | 2015 | 1 973 411 | 2 005 023 | 2 146 107 | 2 560 405 | 2 799 124 | 2 910 110 |
| % change | N/A | 2 % | 7 % | 19 % | 9 % | 4 % | |
| % change annualised* | N/A | - | - | - | - | - | |
| Kristin Olsson Augestad, EVP Region Oslo 2) |
2019 | - | - | - | 1 877 906 | 2 533 469 | 2 684 768 |
| % change | N/A | 35 % | 6 % | ||||
| % change annualised* | N/A | - | |||||
| Leif Olav Bogen, EVP Region Norway 2) |
2019 | - | - | - | 1 945 333 | 2 557 347 | 2 706 839 |
| % change | N/A | 31 % | 6 % | ||||
| % change annualised* | N/A | - | |||||
| Hilde Gillebo, EVP Energy | 2019 | - | - | - | 156 947 | 2 346 622 | 2 627 351 |
| % change | N/A | 1395 % | 12 % | ||||
| % change annualised* | N/A | 25 % | - | ||||
| Geir Juterud, EVP Project Director 2) |
2019 | - | - | - | 1 789 617 | 2 525 642 | 2 697 917 |
| % change | N/A | 41 % | 7 % | ||||
| % change annualised* | N/A | - | |||||
| Morten Alstad, EVP Projects 2) |
2020 | - | - | - | - | 1 925 025 | 2 503 834 |
| % change | N/A | 30 % | |||||
| % change annualised* | N/A | ||||||
| Kirsten Anker Sørensen, | 2019 | - | - | - | 1 854 816 | 2 882 647 | 2 868 933 |
| EVP Architecture 2) | N/A | 55 % | 0 % | ||||
| % change | N/A | - | |||||
| % change annualised* | Company performance |
Amounts in NOK
| EBIT % | 7.0% | 4.0% | 3.0% | 3.1% | 10.1% | 9.2% | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Average remuneration increase on a full-time equivalent basis of employees | ||||||||||
| Multiconsult ASA (except members of the executive) and Multiconsult Norge AS |
2.8% | 3.1% | 3.2% | 3.1% | 2.5% | 4.1% |
* % Change in annualised pay is calculated as the difference between estimated pay for full 12 months service in the calendar year in which the appointment/retirement occurred and the actual pay of the following calendar year (in case of appointments) or the preceding year (in case of retirements). Changes in roles, responsibilities, travel activity, etc. are not adjusted for.
1) Grethe Bergly was EVP Greater Oslo Area from 2015-2018. She resigned from Multiconsult group management 30 September 2018. In accordance with the severance pay agreement between Bergly and Multiconsult, Bergly was entitled to retain base salary until 31 March 2019. Grethe Bergly was appointed CEO March 2019.
2) Salary paid for previous positions within Multiconsult is included.
The board of directors
Multiconsult ASA
Oslo, 16 March 2022
Bård Mikkelsen Rikard Appelgren Chair of the board Director
Director Director
Director Director
Torben Wedervang Karine Gjersø
Director Director
Tove Raanes Hanne Rønneberg
Sverre Hurum Gunnar Vatnar
The articles of association of Multiconsult ASA. Approved last by the annual general meeting 7 April 2022
The business name of the company is Multiconsult ASA. The company is a public limited liability company.
The registered office of the company is located in the municipality of Oslo.
The business activities of the company are to engage in consulting engineering business, property management and other business activities in connection therewith, including participation in other companies.
The company's share capital is NOK 13,715,261.50 divided on 27,430,523 shares, each with a nominal value of NOK 0.5. The shares shall be registered in a securities register.
The board of directors of the company shall consist of at least seven, but no more than nine members.
The authority to sign on behalf of the company is held by the chairman of the board alone, two board members jointly and one board member and the chief executive officer jointly.
The board of directors may grant a power of procuration.
The company shall have a nomination committee consisting of three members.
The members of the nomination committee shall be shareholders or representatives of shareholders.
The members of the nomination committee, including its chairman, are elected by the general meeting.
The members of the nomination committee's period of service shall be two years unless the general meeting decides otherwise. The period of service commences from the time of being elected unless otherwise decided. It terminates at the end of the annual general meeting of the year in which the period of service expires. Even if the period of service has expired, the member must remain in his or her position until a new member has been elected.
The members of the nomination committee's fees shall be determined by the general meeting.
The nomination committee shall have the following responsibilities:
(i) To give the general meeting its recommendations regarding the election of board members to be elected by the shareholders
(ii) To give the general meeting its recommendations regarding the board members' fees
(iii) To give the general meeting its recommendations regarding the election of members of the nomination committee
(iv) To give the general meeting its recommendations regarding the members of the nomination committee's fees.
The general meeting may issue further guidelines for the nomination committee's work.
The annual general meeting shall discuss and decide upon the following:
When documents concerning matters to be discussed at general meetings in the company have been made available to the shareholders on the company's web pages, the board of directors may decide that the documents shall not be sent to the shareholders. If so, a shareholder may demand that documents concerning matters to be discussed at the general meeting be sent to him or her. The company cannot demand any form of compensation for sending the documents to the shareholders.
Shareholders may cast a written vote in advance in matters to be discussed at the general meetings of the company. Such votes may also be cast through electronic communication. The access to cast votes in advance is subject to the presence of a safe method of authenticating the sender. The board of directors decides whether such a method exists before each individual general meeting. The notice of general meeting must state whether votes in advance are permitted and which guidelines, if any, that have been issued for such voting.
The notice of general meeting may state that shareholders wanting to attend the general meeting must notify the company thereof within a certain period. This period cannot expire sooner than five daystwo business days before the meeting.
No shareholder may at general meetings vote for more than 25% of the shares issued by the company. Shares owned or acquired by a related party of the shareholder shall for this purpose be considered as equal to the shareholder's own shares. As somebody's related party is meant:
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